06 | notes to interim consolidated financial statements

Transcription

01 | MARTIFER GROUP
Highlights
Key Financial Indicators
Main Events
02 | FINANCIAL PERFORMANCE
Consolidated Results Analysis
Revenues
EBITDA and Net Profit
Consolidated Capex
Consolidated Capital Structure Analysis
03 | ANALYSIS BY SEGMENT
Metallic Constructions
RE Developer
Solar
04 | MARTIFER SHARE PERFORMANCE
05 | INTERIM CONSOLIDATED FINANCIAL STATEMENTS
06 | NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE: This translation into English of the Portuguese document was made only for the convenience of non-Portuguese speaking shareholders. For all intents
and purposes, the Portuguese version shall prevail.
2
1Q2015 REPORT
4
1Q2015 REPORT
01 | MARTIFER GROUP
HIGHLIGHTS
•
Sharp operational recovery in 1st Quarter, with EBITDA and EBIT reaching, respectively,
5.4 M€ and 1.8 M€
•
Positive EBITDA and EBIT in all segments: Metallic Constructions, RE Developer and Solar
•
Order book in Metallic Constructions registers a 5 % YTD growth reaching 257 M€
•
Net Debt with a reduction comparing with FY 2014, on a comparable perimeter
(meaning without Solar)
•
Management focused on the execution of the Action Plan for 2015 (conclusion of the
financial restructuring process, improvement in processes and in operational efficiency
and reinforcement of the international presence)
MAIN FINANCIAL INDICATORS
M€
Revenues
Mar-15
Mar-14
Var. (%)
63.5
55.6
14%
EBITDA
5.4
1.1
>100%
EBITDA margin
9%
2%
6.5 pp
EBIT
1.8
-2.8
n.m.
EBIT margin
3%
-5%
7.7 pp
Financial Results
-4.1
-5.7
27%
Profit before taxes
-2.4
-8.4
72%
-0.2
0.0
n.m.
-2.6
-8.4
69%
0.0
-4.0
n.m.
0.0
-1.9
100%
Income tax
Profit after taxes
Discontinued operations
Attributable to non-controlling interests
Attributable to shareholders
Net Profit
Earnings per share €
6
1Q2015 REPORT
0.0
-2.1
n.m.
-2.6
-12.4
79%
0.1
-2.1
n.m.
-2.7
-10.3
74%
-0.027
-0.106
74%
MAIN EVENTS
JANUARY 2015
West Sea signs the second shipbuilding contract
West Sea and Scenic Tours signed a contract for the construction of a ship hotel, Scenic Azure. With about 80 meters of length, the
new ship will cruise in the Douro River and should be completed in February 2016.
SUBSEQUENT EVENTS
APRIL 2015
Martifer Metallic Constructions was awarded a project in the transport sector in Latin
America
Martifer Metallic Constructions was awarded the execution of the structural steelwork for the Bello Monte Station of Caracas’
Underground, in Venezuela. The project should be concluded by the end of 2015.
MAY 2015
Martifer, SGPS, SA Annual General Meeting
th
On 14 May 2015, the annual meeting of Martifer SGPS, S.A. took place, with a participation of 80.38% of its total share capital,
and all the proposals on the Agenda present in the Call Notice were approved by unanimity.
1Q2015 REPORT
7
8
1Q2015 REPORT
02 | FINANCIAL PERFORMANCE
RESULTS ANALYSIS
M€
Revenues
Mar-15
Mar-14
VAR.%
63.5
55.6
14%
EBITDA
5.4
1.1
>100%
EBITDA margin
9%
2%
6.5 pp
Depreciation & Amortization
-3.5
-3.8
10%
Provisions & Impairment Losses
-0.2
0.0
<-100%
1.8
-2.8
n.m.
EBIT margin
3%
-5%
7.7 pp
Financial Results
-4.1
-5.7
27%
Profit before taxes
-2.4
-8.4
72%
EBIT
Income tax
Profit after taxes of continued operations
Discontinued operations
-0.2
0.0
n.m.
-2.6
-8.4
69%
0.0
-4.0
n.m.
0.0
-1.9
100%
0.0
-2.1
n.m.
-2.6
-12.4
79%
0.1
-2.1
n.m.
-2.7
-10.3
74%
-0.027
-0.106
74%
Net Profit
Earnings per share €
REVENUES
st
st
In the 1 Quarter 2015, the total Revenues reached 63.5 million euros (55.6 million euros in the 1 Quarter 2014), 94 % of which
from the Metallic Constructions segment and 6 % from the RE Developer segment.
REVENUES
Mar-15
€M
Mar-14
€M
WEIGHT
VAR.%
Martifer Consolidated
63.5
100%
55.6
100%
14%
59.5
94%
52.4
94%
14%
RE Developer
3.8
6%
3.3
6%
16%
Others
0.1
0%
-0.1
0%
n.m.
10
1Q2015 REPORT
WEIGHT
EBITDA AND NET PROFIT
st
In the 1 Quarter 2015, EBITDA was positive in 5.4 million euros; the Metallic Constructions segment contributed in 3.5 million
euros and the RE Developer segment in 2.1 million euros.
Mar-15
EBITDA
Mar-14
€M
MARG.
€M
MARG.
VAR. (%)
5.4
9%
1.1
2%
>100%
3.5
6%
-0.4
-1%
n.m.
RE Developer
2.1
55%
1.7
51%
25%
Others
-0.1
-0.1
1%
Consolidated Financial Results were negative in 4.1 million euros; however, showing an improvement compared to the financial
st
results of the 1 Quarter 2014.
Consolidated Net Profit reached -2.6 million euros, therefore showing a 79 % improvement YoY, which was strongly penalized by
the financial results.
Mar-15
NET PROFIT
Mar-14
€M
WEIGHT
€M
WEIGHT
VAR.%
-2.6
100%
-12.4
100%
79%
-0.5
20%
-6.4
52%
92%
0.6
-24%
0.6
-5%
10%
Solar – discontinued activity (*)
-0.1
3%
-4.5
36%
98%
Others
-2.6
-2.1
17%
-26%
RE Developer
* Consolidated results for the Solar segment (the contribution to the Group was 0 million euros). The difference is due to intra-group eliminations between segments
included under "Others".
CAPEX
st
The amount of investment in fixed assets in the 1 Quarter 2015 was 2 million euros, mainly resulting from the investment in the
Metallic Constructions segment (1.6 million euros), namely in the shipbuilding area.
1Q2015 REPORT
11
CAPITAL STRUCTURE ANALYSIS
FINANCIAL POSITION
€M
Mar-15
Dec-14
VAR. %
181.4
181.7
0%
2%
Fixed Assets (including Goodwill)
Other non-current assets
93.3
91.2
Inventory and Receivables
194.8
188.5
3%
Cash and cash equivalents
26.5
23.0
15%
Non-current assets held for sale
158.9
148.3
7%
Total Assets
654.9
632.7
4%
40.2
40.3
0%
-22.6
-22.9
1%
12%
Shareholders Equity
Non-controlling interests
Non-controlling interests related with non-current assets held for sale
-1.8
-2.1
Total Equity
15.8
15.3
3%
222.9
229.4
-3%
Other non-current liabilities
36.6
36.5
0%
Current debt and leasings
76.5
76.1
0%
Other current liabilities
162.4
143.4
13%
Liabilities related with non-current assets held for sale
140.7
132.0
7%
Total Liabilities
639.1
617.4
4%
Non-current debt and leasings
The total assets registered a slight increase when compared to the end of 2014 totalling 655 million euros, whereas non-current
assets reached 275 million euros, an amount similar to the one registered at the end of the previous year.
st
st
Equity on 31 March 2015 totalled 15.8 million euros, which compares to 15.3 million euros on 31 December 2014.
NET DEBT
400
300
Solar
200
RE Developer
Holding
100
0
Net Debt FY 2013*
Net Debt FY 2014
Net Debt 1Q2015
st
The Group’s Consolidated Net Debt (Borrowings + Financial Leases (+/-) Derivatives – Cash and Cash Equivalents) on 31 March
2015 totalled 273 million euros, showing a 9 million euros decrease when compared to the end of 2014. In 2014, the Group decided
to sell Martifer Solar, classifying it as an asset held for sale (*).
12
1Q2015 REPORT
The Group continues focused on the Net Debt reduction process, so it will continue to be committed to selling non-core assets.
TREND OF CONSOLIDATED NET DEBT - M€
600
485
500
444
377
400
321
330
336
300
283
273
2014
1Q2015
200
100
0
2008
2009
2010
2011
2012
2013
NET DEBT STRUCTURE – SHORT TERM VS MEDIUM / LONG TERM – MARCH 2015
Short Term
M/L Term
18%
82%
At the end of March 2015, the Net Debt structure of medium / long term and short term was 82 % and 18 % respectively (at the end
of 2014 it was 74 % and 26 % respectively).
1Q2015 REPORT
13
NET DEBT STRUCTURE – FIXED VS FLOATING RATE – MARCH 2015
Fixed - Short Term
Floating - Short Term
18%
82%
Fixed - M/L Term
Floating - M/L Term
1%
99%
The debt structure by type of interest rate in medium and long term debt of the Group was 1% fixed and 99 % floating rate at the
end of March 2015. In the short term debt, the rate was 18 % fixed and 82 % floating.
14
1Q2015 REPORT
03 | ANALYSIS BY SEGMENT
METALLIC CONSTRUCTIONS
ACTIVITY
st
The order book at the end of the 1 Quarter 2015 totalled 257 million euros and was spread throughout several countries in
different geographical regions.
ORDER BOOK BY GEOGRAPHY
Geography
Africa
Value (M€)
%
80
31%
Algeria
13
5%
Sub-Saharan Africa
67
26%
Latin America
21
8%
Eastern Europe and Middle East
43
17%
113
44%
89
35%
Naval Industry
24
9%
257
100%
Western Europe
TOTAL
RESULTS
st
Revenues in the Metallic Constructions segment in the 1 Quarter 2015 totalled 59.5 million euros (52.4 million euros in 3M2014). The
Revenues of this segment remain focused on the foreign market.
st
st
The EBITDA in the 1 Quarter 2015 was positive in 3.5 million euros, showing a significant increase over the 1 Quarter 2014.
The Financial Results totalled -2.3 million euros which , despite a reduction of 1.9 million euros compared with the same period last year,
have a significant negative contribution in the net profit of the period.
st
The Net Profit in the 1 Quarter 2015 was -0.5 million euros showing a 92 % improvement YoY.
st
Total CAPEX in the 1 Quarter 2015 was around 1.6 million euros, mostly related to the investment that is being made by the segment in
the shipbuilding area.
€M
Revenues
Mar-15
Mar-14
VAR. %
59.5
52.4
14%
EBITDA
3.5
-0.4
n.m.
EBITDA margin
6%
-1%
6.6 pp
-1.6
-1.7
2%
0.1
0.0
n.m.
EBIT
2.0
-2.1
n.m.
EBIT margin
3%
-4%
7.3 pp
Financial Results
-2.3
-4.2
46%
Profit before taxes
-0.3
-6.3
95%
-0.2
-0.1
<-100%
-0.5
-6.4
92%
0.3
0.1
>100%
-0.8
-6.5
88%
Income tax
Net Profit
16
1Q2015 REPORT
RE DEVELOPER
ACTIVITY
RE Developer has currently 49 MW of wind farms and solar parks in operation in Spain and in Romania contributing to the
revenues. In Portugal, this business area controls 50% of the wind farms in operation (with a 31 MW capacity), which contribute to
results through the equity method.
RESULTS
st
Total Revenues of the RE Developer in the 1 Quarter 2015 reached 3.8 million euros, which compares with 3.3 million euros YoY
and results mainly from the activity of the wind farm in Romania and the solar plants in Spain.
st
EBITDA reached 2.1 million euros in the 1 Quarter 2015, showing a 4 p.p. increase in the margin, due to the operational
performance of the wind farms and solar plants in operation.
st
st
Net Profit at the end of the 1 Quarter 2015 was positive in 0.6 million euros, similar to the Profit registered in the 1 Quarter 2014.
st
Net debt at the end of the 1 Quarter 2015 was 39.6 million euros.
€M
Revenues
EBITDA
EBITDA margin
EBIT
EBIT margin
Financial Results
Profit before taxes
Income tax
Net Profit
Mar-15
Mar-14
VAR.%
3.8
2.1
55%
-1.5
-0.3
0.2
6%
0.5
0.7
-0.1
0.6
0.0
0.6
3.3
1.7
51%
-1.7
0.0
-0.1
-2%
0.6
0.5
0.1
0.6
0.1
0.5
16%
25%
4 pp
12%
<-100%
n.m.
8.4 pp
-18%
44%
n.m.
10%
-67%
21%
1Q2015 REPORT
17
SOLAR
ACTIVITY
The backlog of turnkey projects (already signed) is 301 million euros, with Europe and Asia representing almost 90 % of the total value.
Geography
Total
%
20
7%
9
3%
Asia
103
34%
Western Europe
169
56%
TOTAL
301
100%
Africa
America
RESULTS
Revenues in the 3M2015 reduced nearly 50 % YoY, totalling 18.6 million euros versus 37.1 million euros registered in the 3M2014,
mainly due to the delay in the beginning of some projects (in the UK and in Jordan) and also by the delay in the sale of certain
assets (in the UK and in Chile).
EBITDA in the 3M2015 was positive in 1.4 million euros with a margin around 7 % versus -5 % in 3M2014.
Net Financial Expenses in the 3M2015 registered an improvement of around 29 %, despite negative, totalling 0.9 million euros
versus 1.2 million euros YoY.
Net Debt at the end of the 3M2015 was 69 million euros.
€M
Mar-15
Mar-14
VAR.%
18.6
37.1
-50%
EBITDA
1.4
-1.7
n.m.
EBITDA margin
7%
-5%
11.9 pp
-0.8
-0.6
-35%
>100%
Revenues
0.4
0.0
EBIT
0.9
-2.3
n.m.
EBIT margin
5%
-6%
11.1 pp
Financial Results
-0.9
-1.2
29%
Profit before taxes
0.1
-3.5
n.m.
-0.1
-1.0
86%
-0.1
-4.5
98%
-0.1
-0.3
80%
0.0
-4.2
100%
Income tax
Net Profit
18
1Q2015 REPORT
04 | MARTIFER SHARE PRICE PERFORMANCE
SHARE PRICE TREND
90
80
70
60
50
Martifer
40
PSI 20
30
20
10
0
02-01-2015
24-01-2015
15-02-2015
09-03-2015
31-03-2015
15-02-2015
09-03-2015
31-03-2015
Source: Reuters
TRADED VOLUME (‘000 shares)
1000
900
800
700
600
500
400
300
200
100
0
02-01-2015
24-01-2015
Source: Reuters
st
The performance of stock markets in the 1 Quarter 2015 was overall positive, with a particular highlight to the performance of the
peripheral countries of Southern Europe, with performances above or close to the EU average. In fact, the index that measures the
overall performance of European shares, EuroStoxx50, presented a 17 % increase, while the Portuguese, Spanish and Italian
stock markets have been showing very optimistic performances, with accumulated valuations of 24 %, 12 % and 22 % respectively.
st
During the 1 Quarter 2015 the value of Martifer's shares more than doubled, with an increase of 120 %.
st
At the end of the 1 Quarter 2015 Martifer's share price closed at € 0.439 / share. The maximum price achieved was € 0.475 /
share and the minimum € 0.198 / share which, in turn, is also the first quote of the year.
st
The average daily volume of shares traded during the 1 Quarter 2015 was 114,033 shares, consistent with the YoY trend of
124,224 shares.
st
Martifer’s market value on 31 March 2015 was 43.9 million euros.
20
1Q2015 REPORT
22
1Q2015 REPORT
05 | INTERIM CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENTS FOR THE 3 MONTH PERIODS ENDED ON
31ST MARCH 2015 AND 2014
(amounts expressed in Euro)
(The translation of the consolidated financial statements was originally issued in Portuguese - Note 31)
NOTES
Sales and services rendered
3M' 2015
(NON-AUDITED)
3M’ 2014
(NON-AUDITED)
49,679,845
3, 4
57,684,430
Other income
5
5,792,110
5,906,207
Cost of goods sold
6
(17,660,628)
(13,528,172)
Subcontractors
7
(10,816,938)
(10,009,268)
External supplies and services
8
(13,858,983)
(13,141,768)
Staff costs
9
(14,062,230)
(14,979,315)
Other expenses
10
(1,635,734)
(2,782,532)
EBITDA
3
5,442,027
1,144,997
Amortizations
3
(3,459,924)
(3,848,896)
Provisions
11
(103,758)
(42,345)
Impairment losses
11
(125,628)
(7,513)
Operating income
3
1,752,717
(2,753,757)
Financial income
12
2,237,561
926,897
Financial expenses
12
(6,690,836)
(7,246,713)
Gains / (losses) on associate companies and joint arrangements
13
337,575
648,536
(2,362,983)
(8,425,037)
Profit before tax of continued operational units
Income tax
14
(246,500)
19,109
(2,609,483)
(8,405,928)
20
20,757
(3,986,777)
non-controlling interests
20
(550)
(1,918,284)
owners of Martifer
20
21,306
(2,068,493)
3
(2,588,727)
(12,392,704)
Profit after tax
Earnings from discontinued operations
Attributable to:
Profit for the year
Attributable to:
21
owners of Martifer
97,227
(2,063,347)
(2,685,955)
(10,329,356)
(0.0275)
(0.1056)
(0.0277)
(0.0845)
0.0002
(0.0212)
(0.0275)
(0.1056)
(0.0277)
(0.0845)
0.0002
(0.0212)
Earnings per share:
Basic
15
from continuing operations
from discontinued operations
Diluted
15
NOTE: In September 2014, the Group started to classify the solar business unit (composed of Martifer Solar, SA and its subsidiaries) as a non-current asset held for sale.
Since the requirements of IFRS 5 were fulfilled, the contribution to Martifer’s consolidated results, coming from this segment, is presented in an autonomous line in the
Consolidated Income statement and the values YoY were adjusted to allow comparison. The breakdown of these contributions is included in the Notes to Consolidated
Financial Statements (Note 20).
The accompanying notes are part of these financial statements
24
1Q2015 REPORT
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE 3 MONTH
PERIODS ENDED ON 31ST MARCH OF 2015 AND 2014
3M' 2015
(NON-AUDITED)
3M' 2014
(NON-AUDITED)
(2,588,727)
52,087
(12,392,704)
(156,112)
1,144,054
(51,289)
1,196,142
(207,401)
Total comprehensive income for the period
(1,392,585)
(12,600,105)
Attributable to:
owners of Martifer
(278,357)
(1,114,229)
(2,187,305)
(10,412,798)
(1,894,456)
501,871
(8,347,957)
(4,252,149)
Profit for the year
Fair value of cash flow hedges (derivatives), net of tax
Exchange differences arising from (i) translating foreign operations; (ii) net investment in
subsidiaries and (iii) goodwill
Income recognized directly in equity
Total comprehensive income for the period
from continued operations
Since the requirements of IFRS 5 were fulfilled, the contribution to Martifer’s consolidated results, coming from this segment, is presented in an autonomous line in the
Consolidated Income statement and the values YoY were adjusted to allow comparison. The breakdown of these contributions is included in the Notes to Consolidated
Financial Statements (Note 20).
1Q2015 REPORT
25
CONSOLIDATED STATEMENTS OF THE FINANCIAL POSITION ON 31ST MARCH 2015
AND ON 31ST DECEMBER 2014
NOTES
ASSETS
Non-current assets
Goodwill
Intangible assets
Tangible assets
Investment property
Financial assets under the equity method
Available for sale investments
Other non-current receivables
Deferred tax assets
Current assets
Inventories
Trade receivables
Other receivables
Income tax
Current tax assets
Other current assets
Non-current Assets held for sale
Total assets
EQUITY
Issued capital
Share premium
Treasury stock
Reserves
Profit for the year
Equity attributable to owners of Martifer
Non-controlling interests attributable to non-current assets held for sale
Total equity
LIABILITIES
Non-current liabilities
Borrowings
Obligation under finance leases
Other non-current liabilities
Provisions
Deferred tax liabilities
Current liabilities
Borrowings
Obligation under finance leases
Trade payables
Other payables
Income tax
Current tax liabilities
Derivatives
Liabilities related with non-current assets held for sale
Total liabilities
Total equity and liabilities
26
1Q2015 REPORT
16
17
18
18
18
19
20
3
21
21
20, 21
22
23
24
22
23
23
25
20
3
31 MARCH 2015
(NON-AUDITED)
31 DECEMBER 2014
(AUDITED)
10,980,675
3,963,129
166,451,903
14,367,300
8,651,071
2,976,907
62,587,112
4,670,222
274,648,319
10,980,675
4,327,472
166,415,160
14,367,300
7,798,516
2,191,512
62,150,851
4,720,190
272,951,676
15,677,229
85,999,531
37,205,029
569,701
8,319,741
47,054,753
26,487,979
158,923,953
380,237,916
654,886,235
15,135,531
87,582,767
36,187,928
744,905
7,974,973
40,904,841
22,981,322
148,265,754
359,778,022
632,729,698
50,000,000
186,500,000
(2,868,519)
(190,741,520)
(2,685,955)
40,204,005
(22,557,532)
(1,819,448)
15,827,025
50,000,000
186,500,000
(2,868,519)
(99,805,371)
(93,535,824)
40,290,287
(22,882,274)
(2,060,023)
15,347,990
209,735,675
13,209,945
12,995,179
22,675,359
930,650
259,546,807
215,538,471
13,830,713
12,381,230
23,199,209
930,496
265,880,119
73,645,176
2,831,718
71,030,019
25,257,374
1,108,291
10,918,652
53,827,754
216,614
140,676,806
379,512,404
639,059,210
73,645,092
2,481,603
63,638,919
27,179,264
1,258,326
8,995,347
42,091,465
216,614
131,994,958
351,501,588
617,381,707
654,886,235
632,729,698
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE 3 MONTH PERIODS ENDED ON 31ST MARCH 2015 AND 2014
ISSUED
CAPITAL
st
Balance on 1 January 2014
Appropriation of the profit of 2013
SHARE
PREMIUM
FAIR VALUE
RESERVES
CASH FLOW
HEDGE
DERIVATIVES
(2,868,519)
307,575
-
TREASURY
STOCK
50,000,000
-
186,500,000
-
-
-
-
-
-
Other changes in equity of subsidiaries
-
Total comprehensive income for the year
-
Comprehensive income for the year:
Profit for the year
Exchange differences arising from
(i) translating foreign operations and
(ii) net investment in subsidiaries
FOREIGN CURRENCY
TRANSLATION
RESERVES
OTHER
RESERVES
EQUITY ATTRIBUTABLE
TO OWNERS OF THE
PARENT
NET PROFIT
OF THE YEAR
NONCONTROLLING
INTERESTS
TOTAL
EQUITY
(21,990,557)
-
(42,971,754)
(68,961,164)
(68,961,164)
68,961,164
100,015,581
-
39,676,431
-
139,692,012
-
-
-
-
(10,329,356)
(10,329,356)
(2,063,347)
(12,392,704)
-
-
72,669
-
-
72,669
(123,958)
(51,289)
-
-
(156,112)
-
-
-
(156,112)
-
(156,112)
-
-
(156,112)
72,669
-
(10,329,356)
(10,412,798)
(2,187,305)
(12,600,105)
-
-
-
-
-
(2,972,637)
-
(2,972,637)
(1,866,422)
(4,839,058)
Balance on 31st March 2014
50,000,000
186,500,000
(2,868,519)
151,463
(21,917,888)
(114,905,555)
(10,329,356)
86,630,146
35,622,704
122,252,849
Balance on 1st January 2015
4,004
(19,282,953)
(80,526,421)
(93,535,824)
40,290,287
(24,942,297)
15,347,990
(93,535,824)
93,535,824
-
-
-
50,000,000
186,500,000
(2,868,519)
Appropriation of the profit of 2014
-
-
-
Comprehensive income for the year:
Profit for the year
-
-
-
-
-
-
(2,685,955)
(2,685,955)
97,227
(2,588,728)
-
-
-
-
1,510,680
-
-
1,510,680
(406,163)
1,104,517
Exchange differences arising from goodwill
-
-
-
-
21,746
-
-
21,746
17,792
39,537
-
-
-
39,301
-
-
-
39,301
12,786
52,087
Total comprehensive income for the year
-
-
-
39,301
1,532,425
-
(2,685,955)
(1,114,229)
(278,357)
(1,392,586)
Capital increase in subsidiaries
-
-
-
-
-
-
-
-
215,404
215,404
-
-
-
-
-
645,318
-
645,318
653,510
1,298,829
Changes in the consolidation perimeter
Non-controlling interests transactions
Balance on 31st March 2015
50,000,000
186,500,000
(2,868,519)
43,305
(17,750,528)
399,746
(17,118)
(173,034,298)
(2,685,955)
399,746
(17,118)
40,204,005
(42,303)
17,062
(24,376,980)
357,444
(56)
15,827,025
Exchange differences arising from
(i) translating foreign operations and
(ii) net investment in subsidiaries
1Q2015 REPORT
27
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE 3 MONTH PERIODS ENDED ON
31ST MARCH 2015 AND 2014
Notes
3M’ 2015
(NON-AUDITED)
3M’ 2014 (NONAUDITED)
67,688,860
(43,171,422)
(13,132,824)
11,384,614
(159,912)
2,095,704
1,935,792
82,943,184
(53,342,534)
(14,763,497)
14,837,153
(48,196)
907,745
859,549
(4,541,391)
(1,779,476)
8,779,015
13,917,226
265,546
182,220
149,781
597,547
245,845
2,591,352
5,505
352,994
71,849
3,267,545
(1,740,293)
(48,174)
(350,185)
(2,138,652)
266,895
(1,274,209)
(4,359,785)
(190,391)
(279,569)
(4,829,745)
276,772
(1,285,428)
50,156,162
24,798
50,180,960
91,132,662
1,235,243
92,367,905
(55,958,874)
(270,653)
(2,226,080)
(6,433)
(58,462,040)
(92,376,638)
(128,480)
(5,730,263)
(68,334)
(98,303,715)
OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers
Payments to employees
Cash generated from operations
Income tax paid
Other receipts/(payments) relating to operating activities
Cash generated from other operating activities
Net cash generated by operating activities from discontinued operations
Net cash generated by operating activities (1)
INVESTING ACTIVITIES
Receipts arising from:
Intangible assets
Tangible assets
Investment grants
Interest and similar income
Others
Payments arising from:
Tangible assets
Intangible assets
Others
Net cash generated by investing activities from discontinued operations
Net cash generated by investing activities (2)
FINANCING ACTIVITIES
Receipts arising from:
Borrowings
Others
Payments arising from:
Borrowings
Leasings
Interest and similar costs
Others
Net cash generated by financing activities from discontinued operations
1,680,810
3,628,812
Net cash generated by financing activities (3)
(6,600,270)
(2,306,998)
Net increase in cash and cash equivalents (4)=(1)+(2)+(3)
Changes in the consolidation perimeter and others
Effect of foreign exchange currencies
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
904,535
35,505
796,862
28,456,245
10,324,800
413,848
38,843,709
26,487,979
3,705,168
32,353,127
17,229,231
20
Since the requirements of IFRS 5 were fulfilled, the contribution to Martifer’s consolidated cash flows, coming from this segment, is presented in an autonomous line in
the Consolidated Statements of Cash Flows and the values YoY were adjusted to allow comparison (Note 20).
28
1Q2015 REPORT
06 | NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
INTRODUCTORY NOTE
Martifer SGPS, S.A., headquartered in Zona Industrial, Oliveira de Frades – Portugal (‘Martifer SGPS’ or ‘the Company’), and its
group of companies (‘Group’), have as their main activity the construction of steel infrastructures (Steel Structures, Aluminium and
Glass Façades, Oil & Gas Infrastructures and the Shipbuilding Industry) and the promotion and development of renewable energy
projects (Note 3).
th
Martifer SGPS was founded on 29 October 2004, its share capital having been realized through the delivery of shares (valued at
its market value) that the shareholders held in Martifer - Construções, S.A., a company that was founded in 1990 and which, at that
time, was the holding company of the current Martifer Group.
As of June 2007, after the initial public offering, Martifer SGPS, S.A. shares have been listed on Euronext Lisbon.
st
On 31 March 2015, the Group has developed its activity in Western Europe (in Portugal, in Spain, in France and in the United
Kingdom), in Eastern Europe (in Slovakia and in Romania), in the Middle East (in Saudi Arabia), in Latin America (in Brazil), in the
Sub-Saharan Africa (in Angola and in Mozambique) and in Algeria.
The accompanying notes were selected to help the understanding of the most significant changes in the financial position and the
st
financial performance of the Group since the last annual reporting, dated 31 December 2014.
All the amounts presented in these notes are expressed in Euros (rounded to the unit), unless otherwise stated.
These consolidated financial statements haven’t been audited.
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PREPARATION
These accompanying consolidated financial statements relate to the consolidated financial statements of Martifer Group and were
prepared in accordance with the International Financial Reporting Standards (“IFRS”), as adopted by the European Union, in force
st
at the beginning of the economic period started 1 January 2015. These are the International Financial Reporting Standards issued
by the International Accounting Standards Board ("IASB"), and the interpretations were issued by the International Financial
Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), that have been
endorsed by the European Union.
st
The interim consolidated financial report for the period ended on 31 March 2015 has been prepared in accordance with IAS 34 ‘Interim Financial Reporting’ as adopted by the European Union.
These consolidated financial statements have been prepared on a going concern basis from the books and accounting records of
the companies included in the consolidation (Note 2) and have been prepared under the historical cost convention, except for the
revaluation of certain financial instruments, which are stated at fair value.
The accounting policies adopted are consistent with those considered in the financial statements for the year ended on
st
31 December 2014 and disclosed in the corresponding notes.
The amendments or new International Financial Reporting Standards (IFRS) and/or Interpretations issued or entering into force
st
during the period ended on 31 March 2015 had no significant impact on the Group’s consolidated financial statements.
The consolidated financial statements are presented in Euros since this is the main currency of the Group’s operations.
In the preparation of the consolidated financial statements, in accordance with the IAS/IFRS, the Group’s Board of Directors adopted
certain assumptions and estimations that affect the assets and liabilities reported, as well as the profits and losses incurred related to
the reported periods. All the estimations and assumptions of the Board of Directors were carried out taking into consideration the best
knowledge available of the events and the negotiations in progress on the day of the approval of the financial statements.
30
1Q2015 REPORT
2. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL
STATEMENTS
Group companies included in the consolidated financial statements, their consolidation methods, head offices and percentage of
st
st
share capital held by the Group, on 31 March 2015 and on 31 December 2014 are as follows:
COMPANIES CONSOLIDATED USING THE FULL CONSOLIDATION METHOD
SHARE CAPITAL HELD PERCENTAGE
COMPANY
HEAD OFFICE
DESIGNATION
DIRECTLY
Martifer SGPS, S.A.
Oliveira de
Frades
Martifer SGPS
Holding
Martifer Inovação e Gestão, S.A.
Oliveira de Frades
Martifer Inovação
Martifer Gestiune Si Servicii, S.R.L.
Bucharest
Oliveira de
Frades
Oliveira de Frades
Martifer Mota-Engil Coffey Construction Joint
Venture Limited
INDIRECTLY
TOTAL
TOTAL
100.00%
-
100.00%
100.00%
Martifer Inovação Roménia
100.00%
-
100.00%
100.00%
Martifer Metallic
Constructions
75.00%
-
75.00%
75.00%
Martifer Construções
-
79.18%
79.18%
79.18%
Dublin
MMECC 1)
-
47.51%
47.51%
47.51%
Martifer – Construcciones Metálicas España, S.A.
Madrid
Martifer Espanha
-
75.00%
75.00%
75.00%
Martifer – Construções Metálicas Angola, S.A.
Luanda
Martifer Angola
-
59.06%
59.06%
59.06%
Martifer Construction Limited
Dublin
Martifer Irlanda
-
75.00%
75.00%
75.00%
Martifer Polska Sp. Zo.o.
Gliwice
Martifer Polska
-
75.00%
75.00%
75.00%
Martifer Constructions, SAS
Rungis
Martifer França
-
75.00%
75.00%
75.00%
Martifer Constructii SRL
Bucharest
Martifer Constructii
-
75.00%
75.00%
75.00%
Park Logistyczny Biskupice
Gliwice
Biskupice
-
75.00%
75.00%
75.00%
Martifer Konstrukcje Sp. Z o.o.
Gliwice
Martifer Konstrukcje
-
75.00%
75.00%
75.00%
Martifer Slovakia S.R.O.
Bratislava
Martifer Slovakia
-
75.00%
75.00%
75.00%
Sociedade de Madeiras do Vouga, S.A.
Albergaria-a-Velha
Madeiras do Vouga
-
75.00%
75.00%
75.00%
Martifer - Gestão de Investimentos, S.A.
Oliveira de Frades
MGI
-
75.00%
75.00%
75.00%
Oliveira de Frades
Nagatel Viseu
-
75.00%
75.00%
75.00%
Martifer Retail & Warehousing Angola, S.A.
Luanda
Martifer Retail Angola
-
75.00%
75.00%
75.00%
Martifer Aluminium Pty, Ltd
Sidney
Sassall
-
75.00%
75.00%
75.00%
Martifer - Alumínios, S.A.
Oliveira de Frades
Martifer Alumínios
-
75.00%
75.00%
75.00%
Martifer Alumínios Angola, S.A.
Luanda
Martifer Alumínios Angola
-
75.00%
75.00%
75.00%
Martifer Aluminium Limited
Dublin
Martifer Aluminium Irlanda
-
75.00%
75.00%
75.00%
Martifer Aluminium UK Limited
London
Martifer Aluminium Reino
Unido
-
75.00%
75.00%
75.00%
Martifer Aluminium SAS
Rungis
Martifer Aluminium França
-
75.00%
75.00%
75.00%
Martifer Alumínios Ltda
São Paulo
Martifer Alumínios Brasil
-
74.99%
74.99%
74.99%
Martifer UK Limited
London
Martifer UK
-
75.00%
75.00%
75.00%
MT Construction Maroc, S.A.R.L.
Tangier
Martifer Marrocos
-
75.00%
75.00%
75.00%
Martifer - Construções Metálicas, Ltda.
Fortaleza
Martifer Brasil
-
74.85%
74.85%
74.85%
Saudi Martifer Constructions LLC
Riyadh
Martifer Arábia Saudita
-
75.00%
75.00%
75.00%
Vienna
Martifer GmbH
100.00%
-
100.00%
100.00%
Martifer Metallic Constructions SGPS, S.A.
Martifer - Construções Metalomecânicas, S.A.
Nagatel Viseu, Promoção Imobiliária, S.A.
Martifer Beteiligungsverwaltungs GmbH
31
FY 2014
1Q2015 REPORT
COMPANY
HEAD OFFICE
DESIGNATION
Gliwice
M City Gliwice
Oliveira de Frades
Martifer Energia S.R.L.
FY 2014
DIRECTLY
INDIRECTLY
TOTAL
TOTAL
-
75.00%
75.00%
75.00%
Martifer Energy Systems II
100.00%
-
100.00%
100.00%
Bucharest
Martifer Energia Roménia
-
100.00%
100.00%
100.00%
Martifer Energia LLC
Kiev
Martifer Energia Ucrânia
-
100.00%
100.00%
100.00%
Martifer Wind Energy Systems LLC
San Angelo TX
Martifer Wind USA
-
100.00%
100.00%
100.00%
Martifer Energy Systems PTY
Cape Town
Martifer Energia África do
Sul
-
85.00%
85.00%
85.00%
Aveiro
Navalria
-
100.00%
100.00%
100.00%
Gebox, S.A.
Ílhavo
Gebox
-
100.00%
100.00%
100.00%
West Sea - Estaleiros Navais, Lda.
Oliveira de Frades
West Sea
-
100.00%
100.00%
100.00%
Oliveira de Frades
Martifer Global
100.00%
-
100.00%
100.00%
Martifer Construcciones Peru, S.A.
Lima
Martifer Peru
-
100.00%
100.00%
100.00%
Global Holding Limited
Zebbug
Global Holding Limited
-
100.00%
100.00%
100.00%
Zebbug
Global Engineering
-
100.00%
100.00%
100.00%
Martifer Solar SGPS, S.A.
Oliveira de
Frades
Martifer Solar SGPS
100.00%
-
100.00%
100.00%
Martifer Solar, S.A.
Oliveira de Frades
Martifer Solar 2)
-
55.00%
55.00%
55.00%
Madrid
Martifer Solar Sistemas
Solares2)
-
55.00%
55.00%
55.00%
-
55.00%
55.00%
55.00%
-
55.00%
55.00%
55.00%
-
54.45%
54.45%
54.45%
M City Gliwice Sp. Zo.o
Martifer Energy Systems II, SGPS, S.A.
Navalria – Docas, Construções e Reparações
Navais, S.A.
Martifer Global SGPS, S.A.
Global Engineering & Construction Limited
Martifer Solar Sistemas Solares, S.A.
Solar Parks Construccion Parques Solares
ETVE, S.A.
Parque Solar Seseña III, S.L.
Solar Parks
Madrid
2)
Seseña III
2)
MTS Solar Sistemas Solares, S.A.
Mexico City
Martifer Solar México
Martifer Solar Chile Holding, Lda
Santiago de Chile
Martifer Solar Chile2)
-
55.00%
55.00%
55.00%
Santiago de Chile
Solar Chile Operaciones2)
-
55.00%
55.00%
55.00%
Mexico City
Martifer Solar Servicios
México2)
-
55.00%
55.00%
55.00%
-
54.98%
54.98%
-
Martifer Solar Chile Operaciones Limitada
Martifer Solar Servicios México
Canaverosa Renovables, SL
Martifer Solar S.R.L.
Madrid
2)
Canaverosa
2)
Milan
Martifer Solar Itália
-
55.00%
55.00%
55.00%
MTS1 S.R.L.
Siracusa
MTS12)
-
55.00%
55.00%
55.00%
MTS2 S.R.L.
Siracusa
MTS22)
-
55.00%
55.00%
55.00%
Siracusa
2)
-
55.00%
55.00%
55.00%
-
55.00%
55.00%
55.00%
MTS3 S.R.L.
Martifer Solar RO S.R.L.
Martifer Solar Inc.
Bucharest
S. Francisco CA
MTS3
Martifer Solar Roménia
Martifer Inc.
-
55.00%
55.00%
55.00%
1) 2)
-
31.42%
31.42%
31.42%
-
-
-
55.00%
S. Francisco CA
Silverado
Martifer Solar Finance LLC
S. Francisco CA
Martifer Solar Finance
Martifer Solar Angola
Martifer Solar N.V.
Martifer Solar UK Limited
Athens
Luanda
Deerlijk
PVI
2)
2)
MT Silverado Fund I LLC
Martifer Solar Hellas, A.T.E.
32
Madrid
2)
1) 2)
-
39.13%
39.13%
39.13%
Martifer Solar Angola
1) 2)
-
41.25%
41.25%
41.25%
Martifer Solar Bélgica
2)
-
55.00%
55.00%
55.00%
-
55.00%
55.00%
55.00%
2)
London
Martifer Solar UK
MTS Exbury Solar Limited
London
MTS Exbury Solar Limited2)
-
55.00%
55.00%
55.00%
MTS Manton Manor Solar Limited
London
MTS Manton Manor Solar
Limited2)
-
55.00%
55.00%
55.00%
1Q2015 REPORT
COMPANY
MTS Stud Farm Solar Limited
MTS Penderi Solar Limited
Martifer Solar S.A.S.
DESIGNATION
London
MTS Stud Farm Solar
2)
Limited
London
Martifer Solar França
Martifer Solar CZ
Prague
Martifer Solar República
2)
Checa
Home Energy France SAS
Lyon
Home Energy França
MPrime Solar Solutions, S.A.
MPrime GMBH
Milan
Oliveira de Frades
Munich
PVGlass Itália
2)
2)
2)
Mprime
MPrime GMBH
2)
2)
Sol Cativante, Lda.
Sever do Vouga
Sol Cativante
Martifer Solar Investments, B.V.
Amsterdam
Martifer Solar Holanda2)
Siracusa
MTS62)
MTS6 S.R.L.
Martifer Solar SK s.r.o.
Ginosa Solar Farm, S.R.L.
Solar Spritehood S.R.L
Dolny Kubin
Rome
Rome
2)
2)
Lyon
PVGlass S.r.l
Martifer Solar Eslováquia
Ginosa Solar Farm
2)
2)
2)
Solar Spritehood
DIRECTLY
INDIRECTLY
TOTAL
TOTAL
-
55.00%
55.00%
55.00%
-
55.00%
55.00%
55.00%
-
55.00%
55.00%
55.00%
-
55.00%
55.00%
55.00%
-
55.00%
55.00%
55.00%
-
55.00%
55.00%
55.00%
-
55.00%
55.00%
55.00%
-
55.00%
55.00%
55.00%
-
55.00%
55.00%
55.00%
-
55.00%
55.00%
55.00%
-
55.00%
55.00%
55.00%
-
55.00%
55.00%
55.00%
-
55.00%
55.00%
55.00%
-
55.00%
55.00%
55.00%
2)
MTS7, S.R.L.
Rome
MTS7
-
55.00%
55.00%
55.00%
Canopy - Naos
Paris
Canopy Naos
-
-
-
55.00%
Steadfast Fairview Solar, Ltd
Andover
Steadfast Fairview Solar2)
Martifer Solar UA, LLC
Inspira Martifer Solar Limited
Kiev
Mumbai
-
55.00%
55.00%
55.00%
2)
-
55.00%
55.00%
55.00%
1) 2)
-
28.05%
28.05%
28.05%
-
28.05%
28.05%
28.05%
-
44.00%
44.00%
44.00%
-
44.00%
44.00%
44.00%
-
55.00%
55.00%
55.00%
-
55.00%
55.00%
55.00%
Martifer Solar Ucrânia
Inspira Martifer Solar
Societé Developpement Local SA
Dakar
Martifer Solar Senegal
Martimak Solar
Besiktas
Martimak1) 2)
Martiper Solar
Besiktas
Martiper1) 2)
Martifer Solar Singapura PTE. LTD.
Martifer Solar Japan KK
Solariant Portfolio GK One
Singapore
Tokyo
Tokyo
1) 2)
Martifer Solar Singapura
2)
2)
Martifer Solar Japan
2)
-
55.00%
55.00%
55.00%
2)
EVIVA SOLAR 1 LTD
Athens
Eviva Solar 1
-
54.90%
54.90%
54.90%
EVIVA SOLAR 2 LTD
Athens
Eviva Solar 22)
-
54.90%
54.90%
54.90%
MTS Tonge Solar Limited
London
MTS Tonge2)
-
55.00%
55.00%
55.00%
-
28.05%
28.05%
28.05%
-
55.00%
55.00%
55.00%
-
54.45%
54.45%
54.45%
Martifer Solar MZ, S.A.
Greencoverage Unipessoal, Lda.
Martifer Solar, Ltda
Maputo
Oliveira de Frades
Pindamonhangaba
Martifer Solar Moçambique
1) 2)
2)
Greencoverage
Martifer Solar Brasil
2)
2)
Visiontera Unipessoal, Lda
Oliveira de Frades
Visiontera
-
55.00%
55.00%
55.00%
Martifer Solar Middle East
Dubai
Martifer Solar Middle East2)
-
55.00%
55.00%
55.00%
Belive in Bright Unipessoal, LDA.
Oliveira de Frades
Belive in Bright2)
-
55.00%
55.00%
55.00%
Oliveira de
Frades
Martifer Renewables
SGPS
100.00%
-
100.00%
100.00%
Martifer Renewables, S.A.
Oliveira de Frades
Martifer Renewables SA
-
100.00%
100.00%
100.00%
Martifer Renovables ETVE, S.A.U.
Madrid
Martifer Renovables
-
100.00%
100.00%
100.00%
Martifer Renewables SGPS, S.A.
33
HEAD OFFICE
FY 2014
1Q2015 REPORT
COMPANY
HEAD OFFICE
DESIGNATION
Eurocab FV 1 S.L.
Madrid
Eurocab FV 2 S.L.
DIRECTLY
INDIRECTLY
TOTAL
TOTAL
Eurocab 1
-
100.00%
100.00%
100.00%
Madrid
Eurocab 2
-
100.00%
100.00%
100.00%
Eurocab FV 3 S.L.
Madrid
Eurocab 3
-
100.00%
100.00%
100.00%
Eurocab FV 4 S.L.
Madrid
Eurocab 4
-
100.00%
100.00%
100.00%
Eurocab FV 5 S.L.
Madrid
Eurocab 5
-
100.00%
100.00%
100.00%
Eurocab FV 6 S.L.
Madrid
Eurocab 6
-
100.00%
100.00%
100.00%
Eurocab FV 7 S.L.
Madrid
Eurocab 7
-
100.00%
100.00%
100.00%
Eurocab FV 8 S.L.
Madrid
Eurocab 8
-
100.00%
100.00%
100.00%
Eurocab FV 9 S.L.
Madrid
Eurocab 9
-
100.00%
100.00%
100.00%
Eurocab FV 10 S.L.
Madrid
Eurocab 10
-
100.00%
100.00%
100.00%
Eurocab FV 11 S.L.
Madrid
Eurocab 11
-
100.00%
100.00%
100.00%
Eurocab FV 12 S.L.
Madrid
Eurocab 12
-
100.00%
100.00%
100.00%
Eurocab FV 13 S.L.
Madrid
Eurocab 13
-
100.00%
100.00%
100.00%
Eurocab FV 14 S.L.
Madrid
Eurocab 14
-
100.00%
100.00%
100.00%
Eurocab FV 15 S.L.
Madrid
Eurocab 15
-
100.00%
100.00%
100.00%
Eurocab FV 16 S.L.
Madrid
Eurocab 16
-
100.00%
100.00%
100.00%
Eurocab FV 17 S.L.
Madrid
Eurocab 17
-
100.00%
100.00%
100.00%
Eurocab FV 18 S.L.
Madrid
Eurocab 18
-
100.00%
100.00%
100.00%
Eurocab FV 19 S.L.
Madrid
Eurocab 19
-
100.00%
100.00%
100.00%
Bucharest
Eviva Roménia
-
100.00%
100.00%
100.00%
Eviva Nalbant S.R.O.
Bucharest
Eviva Nalbant
-
100.00%
100.00%
100.00%
Eviva Agighiol S.R.L.
Bucharest
Eviva Agighiol
-
100.00%
100.00%
99.00%
Eviva Casimcea S.R.O.
Bucharest
Eviva Casimcea
-
100.00%
100.00%
99.00%
Premium Management Consulting, S.R.L.
Bucharest
Premium Management
-
85.00%
85.00%
85.00%
MW Topolog, S.R.L.
Bucharest
MW Topolog
-
99.00%
99.00%
99.00%
Martifer Renewables, S.A.
Gliwice
Eviva Polónia
-
100.00%
100.00%
100.00%
Martifer Renewables Pty, Ltd.
Sydney
Eviva Austrália
-
100.00%
100.00%
100.00%
Eviva Beteiligungsverwaltungs GmbH
Vienna
Eviva GmbH
-
100.00%
100.00%
100.00%
Eviva Hidro S.R.L.
Bucharest
Eviva Hidro
1.00%
99.00%
100.00%
100.00%
Martifer Deutschland GmbH
Berlin
Martifer Deutschland
-
100.00%
100.00%
100.00%
Wind Farm Odrzechowa Sp. Zo.o
Gliwice
Wind Odrzechowa
-
100.00%
100.00%
100.00%
Wind Farm Bukowsko Sp. Zo.o
Gliwice
Wind Farm Bukowsko
-
100.00%
100.00%
100.00%
Wind Farm Markowa Sp. Zo.o
Gliwice
Wind Farm Markowa
-
100.00%
100.00%
100.00%
Wind Farm Lada Sp. Zo.o
Gliwice
Wind Farm Lada
-
100.00%
100.00%
100.00%
Wind Farm Jawornik Sp. Zo.o
Gliwice
Wind Farm Jawornik
-
100.00%
100.00%
100.00%
Wind Farm Piersno Sp. Zo.o
Gliwice
Wind Farm Piersno
-
100.00%
100.00%
100.00%
Wind Farm Oborniki Sp. Zo.o
Gliwice
Wind Farm Oborniki
-
100.00%
100.00%
100.00%
Eviva Energy S.R.L.
34
FY 2014
1Q2015 REPORT
COMPANY
DIRECTLY
INDIRECTLY
TOTAL
TOTAL
Renewables Holanda
-
100.00%
100.00%
100.00%
Madrid
Eurocab 21
-
100.00%
100.00%
100.00%
Amsterdam
Renewables Italy Holanda
-
100.00%
100.00%
100.00%
Martifer Renewables Brasil Participações LTDA
Fortaleza
Martifer Renewables Brasil
-
100.00%
100.00%
100.00%
Martifer Renováveis - Geração de Energia
e Participações S.A.
Fortaleza
Ventania
-
55.00%
55.00%
55.00%
Eólica Cajueiro da Praia, Ltda .
Fortaleza
Cajueiro
-
55.00%
55.00%
55.00%
Fortaleza
SBER 1)
-
41.25%
41.25%
41.25%
Fortaleza
Melosa
-
-
-
55.00%
MSPAR Energia e Participações, SA
Barueri
MSPAR
-
100.00%
100.00%
100.00%
Martifer Renewables O&M Sp. z o.o.
Gliwice
Martifer Renewables O&M
-
52.00%
52.00%
52.00%
Martifer Renewables Brazil B.V.
Martifer Renewables Investments ETVE, S.A.
Martifer Renewables Italy BV
SBER – Sociedade Brasileira de
Energias Renováveis, Ltda.
Melosa – Geração de Energia e
Participações, Ltda.
HEAD OFFICE
DESIGNATION
Amsterdam
FY 2014
1)
The consolidation of these companies using the full consolidation method is a consequence of the Group having stepped shareholdings, but exercising control at each
level.
2)
This company is classified on 31st March 2015 as a non-current asset held for sale (Note 20).
COMPANIES CONSOLIDATED USING THE EQUITY METHOD
The companies consolidated using the equity method, their registered offices and the percentage of share capital held by the Group
are as follows:
COMPANY
HEAD OFFICE
DESIGNATION
Liszki Green Park, Sp. Zo.o
Gliwice
Martifer Amal, S.A.
TOTAL
FY 2014
DIRECTLY
INDIRECTLY
TOTAL
Liszki Green Park
-
33.75%
33.75%
33.75%
Nacala
Martifer Amal
-
35.00%
35.00%
35.00%
Martifer Amal, S.A.
Oliveira de
Frades
Martifer Amal
-
30.00%
30.00%
30.00%
Martimetal Spa
Alger
Martimetal
-
49.00%
49.00%
49.00%
Promoquatro – Investimentos Imobiliários, Lda.
Oliveira de
Frades
Promoquatro
-
37.50%
37.50%
37.50%
M City Bialystok Sp. Zo.o
Gliwice
M City Bialystok
-
37.50%
37.50%
37.50%
M City Radom Sp. Zo.o
Gliwice
M City Radom
-
37.50%
37.50%
37.50%
M. City Szczecin Sp. Z o.o.
Gliwice
M City Szczecin
-
37.50%
37.50%
37.50%
Parque Solar Seseña I, S.L.
Madrid
Seseña I 3)
-
20.61%
20.61%
20.61%
Canaverosa Renovables, SL
Madrid
Canaverosa
-
-
-
26.94%
Santiago
Maria del Sol3)
Metallic Construction
Associate companies:
Joint control companies:
Solar
Empresa de Energia Renovable Maria del
Sol Norte S.A.
MSN Solar Uno SpA
35
Santiago
-
26.95%
26.95%
26.95%
3)
-
26.95%
26.95%
26.95%
3)
-
26.95%
26.95%
26.95%
-
26.95%
26.95%
26.95%
MSN Solar Uno
MSN Solar Dos SpA
Santiago
MSN Solar Dos
MSN Solar Tres SpA
Santiago
MSN Solar Tres3)
1Q2015 REPORT
COMPANY
HEAD OFFICE
DESIGNATION
3)
DIRECTLY
INDIRECTLY
TOTAL
FY 2014
TOTAL
MSN Solar Cuatro SpA
Santiago
MSN Solar Cuatro
-
26.95%
26.95%
26.95%
MSN Solar Cinco SpA
Santiago
MSN Solar Cinco
3)
-
26.95%
26.95%
26.95%
-
27.50%
27.50%
27.50%
-
100%
100.00%
100.00%
6,00%
42.50%
48.50%
48.50%
24.25%
24.25%
24.25%
Martifer Solar Canadá, Ltd.
3)
Toronto
Martifer Solar Canadá
Miastko
Eviva Gizalki
Lisbon
Ventinveste SA
Lisbon
Âncora
Parque Eólico do Douro Sul, S.A.
Lisbon
PE Douro Sul
-
24.25%
24.25%
24.25%
Parque Eólico de Vale do Chão, S.A.
Lisbon
PE Vale do Chão
-
24.25%
24.25%
24.25%
Parque Eólico de Torrinheiras, S.A.
Lisbon
PE Torrinheiras
-
48.50%
48.50%
48.50%
Parque Eólico do Pinhal do Oeste, S.A.
Lisbon
PE Pinhal do Oeste
-
48.50%
48.50%
48.50%
Parque Eólico de Vale Grande. S.A.
Lisbon
PE Vale Grande
-
48.50%
48.50%
48.50%
Parque Eólico do Cabeço Norte, S.A.
Lisbon
PE Cabeço Norte
-
48.50%
48.50%
48.50%
Parque Eólico da Serra do Oeste, S.A.
Lisbon
PE Serra do Oeste
-
48.50%
48.50%
48.50%
Parque Eólico do Planalto, S.A.
Lisbon
PE Planalto
-
48.50%
48.50%
48.50%
Eviva Dunwo, Sp.Z.o.o.
Gliwice
Eviva Dunwo
-
50.00%
50.00%
50.00%
SPEE 3 – Parque Eólico do Baião, S.A.
Lisbon
SPEE 3
-
50%
50.00%
50.00%
SPEE 2
-
50%
50.00%
50.00%
PE Penha da Gardunha
-
50%
50.00%
50.00%
5,00%
-
5.00%
5.00%
Renewables
Eviva Gizalki Sp. Zo.o
2)
Joint control companies:
Ventinveste, S.A.
Âncora Wind – Energia Eólica, S.A
SPEE 2 – Parque Eólico de Vila Franca de
Xira, S.A.
Parque Eólico da Penha da Gardunha, Lda.
Oliveira de
Frades
Oliveira de
Frades
Other
Prio Energy SGPS. S.A.
Oliveira de
Frades
Prio Energy SGPS 1)
Prio Biocombustíveis. S.A.
Oliveira de
Frades
Prio Biocombustíveis 1)
-
5.00%
5.00%
5.00%
Prio Energy. S.A.
Oliveira de
Frades
Prio Energy 1)
-
5.00%
5.00%
5.00%
-
5.00%
5.00%
5.00%
-
5.00%
5.00%
5.00%
-
5.00%
5.00%
5.00%
Park Charge 1)
-
5.00%
5.00%
5.00%
1)
-
5.00%
5.00%
5.00%
Share Motivation 1)
-
5.00%
5.00%
5.00%
1)
-
5.00%
5.00%
5.00%
-
2.50%
2.50%
2.50%
Mondefin
Prio Parque de Tanques de Aveiro, S.A.
Prio.E-Electric, S.A.
PRIO.E - Mobility Solutions, Lda _PT
Prio. E – SGPS, S.A.
Share Motivation, Lda.
IMO 505, Lda
Prio Gas Lisboa, SA
1)
Coimbra
Mondefin
Oliveira de
Frades
Oliveira de
Frades
Oliveira de
Frades
Oliveira de
Frades
Oliveira de
Frades
Prio Tanques 1)
Coimbra
Aveiro
Prio.E-Electric
Prio E SGPS
IMO 505
Prio Gas
1)
1)
1) The consolidation of this company through the equity method results from the Group having significant influence of its parent company, which in turn has the same
control over the investee.
2) The consolidation of this company through the equity method results from the Group having significant influence on the company (Note 16).
3) This company is classified on 31st March 2015 as a non-current asset held for sale (Note 20).
36
1Q2015 REPORT
st
During the 3 month period ended on 31 March of 2015 and during 2014 the changes occurred in the consolidation perimeter were
as follows:
Incorporated companies:
st
In the 3 month period ended on 31 March of 2015:
There were no incorporations.
In 2014:
FY 2014
HEAD OFFICE
Martimetal Spa
Argel
Solar
Subsidiary companies:
MTS Exbury Solar Limited
London
MTS Manton Manor Solar Limited
London
MTS Stud Farm Solar Limited
London
London
MTS Hill Farm Solar Limited
London
RE Developer
Âncora Wind – Energia Eólica, S.A
Lisbon
Other
Prio Gas Lisboa, SA
Aveiro
Acquired companies:
st
There were no acquisitions.
37
1Q2015 REPORT
In 2014:
FY 2014
HEAD OFFICE
Solar
Subsidiary Companies:
Tokyo
Other:
IMO 505, Lda
Coimbra
Sold / liquidated companies:
st
In the first three months of 2015
HEAD OFFICE
Solar
Canopy Naos
Paris
Martifer Solar Finance LLC
S. Francisco CA
Renewables
Melosa – Geração de Energia e Participações, Ltda.
Fortaleza
In 2014:
FY 2014
HEAD OFFICE
Solar
MTS Spittleborough Solar Limited
London
Montidílico Unipessoal, LDA.
Oliveira de Frades
Inovsun, Lda.
Oliveira de Frades
MTS Francis Court Solar Limited
London
MTS Hill Farm Solar Limited
London
MTS Rydon Solar Limited
London
Steadfast Molland Solar, Ltd
Andover
Martifer Solar Sistemas Solares Equador S.A.
Sangolquí
Renewables
Vesto EAD
Varna
DVP1 Limited
Varna
DVP2 Limited
Varna
Rosa dos Ventos - Geração e Comercialização de Energia, S.A
Fortaleza
Ventinveste Indústria SGPS, S.A.
Oliveira de Frades
Eólica Coqueirais, Ltda.
Fortaleza
Eólica Paraipaba, Ltda.
Fortaleza
Eólica Chapadão, Ltda.
Fortaleza
Eólica Macaúbas, Ltda.
Fortaleza
Eólica Sobradinho, Ltda.
Fortaleza
Other
38
Nutre SGPS, S.A.
Oliveira de Frades
Nutre, S.A.
Oliveira de Frades
Nutre - Industrias Alimentares, S.A.
Oliveira de Frades
Nutre MZ. S.A.
Maputo
Nutre Farming, S.R.L.
Bucharest
1Q2015 REPORT
FY 2014
HEAD OFFICE
Prio Agromart S.R.L.
Bucharest
Prio Balta S.R.L.
Bucharest
Prio Facaieni S.R.L.
Bucharest
Prio Ialomita S.R.L.
Bucharest
Prio Rapita S.R.L.
Bucharest
Nutre Farming West Part S.R.L.
Bucharest
Prio Terra Agricola S.R.L.
Bucharest
Prio Turism Rural S.R.L
Bucharest
Agromec Balaciu
Bucharest
Miharox S.R.L.
Bucharest
Zimbrul. S.A.
Bucharest
Agrozootehnica. S.A.
Bucharest
Prio Agrotrans S.R.L.
Bucharest
Nutre Brasil LTDA
S. Luís do Maranhão
Prio Extractie S.R.L.
Bucharest
Prio Agro Industries. Sp. Z o.o.
Gliwice
Prio Biocombustibil S.R.L.
Bucharest
Prio Meat S.R.L
Bucharest
Prio Foods – AJFS Construções, ACE
Lisbon
Nutre Farming B.V.
Amsterdam
Bunge Prio Cooperativa U.A.
Amsterdam
Bunge Roménia S.R.L.
Buzau
Centralrest, Lda
Ílhavo
Prio Agriculture, B.V.
Delft
Porthold Project Development BV
Amsterdam
Fertilis Agro-Indústrias, Lda
Luanda
Changes in the consolidation method:
st
Cañaverosa Renovables, SL - from equity method to full consolidation due to the increase in the shareholding held by the Group to
54.98 %.
In 2014:
MTS 3 - from equity method to full consolidation due to the increase in the shareholding held by Martifer Solar Itália from 49 % to 100 %.
Martifer Solar Canadá - from full consolidation to equity method due to the decrease in the shareholding held by Martifer Solar
Investments B.V. from 100 % to 50 %.
Eviva Gizalki - from full consolidation to equity method due to the loss of control, in particular by not having autonomy to manage its
financial and operational policies (Note 16).
Other changes in the consolidation perimeter:
st
Eviva Nalbant, srl – increase in the shareholding held from 99.99997 % to 100 %.
Eviva Casimcea, srl – increase in the shareholding held from 99 % to 100 %.
Eviva Agighiol, srl – increase in the shareholding held from 99 % to 100 %.
39
1Q2015 REPORT
In 2014:
MS Par Energia e Participações – transfer of shareholding from Martifer Renováveis, SA to Martifer Renewables Brasil
Participações, Ltda.
Prio Energy SGPS – decrease in the share held by Martifer SGPS, SA, from 10 % to 5 %.
Martifer Metallic Constructions SGPS, S.A – decrease in the share held by Martifer SGPS, SA, from 100 % to 75 %.
Martifer Aluminium PTY – transfer of shareholding from Martifer Alumínios, SA to Martifer Metallic Constructions SGPS, SA.
Ventinveste, S.A – increase in the share held directly and indirectly by Martifer SGPS, SA from 46 % to 48.5 %
FTP Power LLC (previously FTP Solar LLC) – discontinuation of the equity method in virtue of the loss of significant influence (Note 20).
Martifer Solar USA – deconsolidates due to the loss of control verified with the signature of the “settlement, plan, support and
release agreement”.
Martifer Aurora Solar LLC – deconsolidates due to the loss of control verified with the signature of the “settlement, plan, support and
release agreement”.
3. INFORMATION BY BUSINESS SEGMENTS
The Group bases its disclosure of information for primary segments on its internal organisation for management purposes.
The Group is organised in two business areas: ‘Metallic Constructions’ and ‘RE Developer’ that are coordinated and supported by
Martifer SGPS.
The business area 'Metallic Constructions' includes all the construction of steel infrastructures (Steel Structures, Aluminium and
Glass Façades, Oil & Gas Infrastructures and the Shipbuilding Industry) and the promotion and development of renewable energy
projects. The 'RE Developer' segment includes the promotion and development of renewable energy projects, with particular focus
on the wind sector.
Amounts related with Martifer SGPS, Martifer Inovação e Gestão S.A. (MIG) and Martifer Gestiune Si Servicii, S.R.L. (MIG RO) are
reported as ‘Others’.
In September 2014, the Group decided to classify the ‘Solar’ segment (composed of Martifer Solar, SA and its subsidiaries) as a
non-current asset held for sale. Since the requirements of IFRS 5 were fulfilled, the contribution to Martifer’s consolidated results,
coming from this segment, is presented in an autonomous line in the Consolidated P&L and the values YoY were adjusted to allow
comparison. The detail of this contribution is presented in Note 20.
The accounting policies used in the preparation of the information by business segments is the same used in the preparation of the
attached financial statements (Note 1).
st
On 31 March 2015 and 2014, the breakdown of sales and services rendered by primary segments is as follows:
SALES TO EXTERNAL CUSTOMERS
RE Developer
Others
INTERSEGMENT SALES
TOTAL
3M’ 2015
3M’ 2014
3M’ 2015
3M’ 2014
3M’ 2015
3M’ 2014
54,172,108
46,503,459
4,527,385
9,483,899
58,699,493
55,987,358
3,320,143
2,772,602
57,652
51,590
3,377,795
2,824,192
192,179
403,784
568,317
999,301
760,496
1,403,085
57,684,430
49,679,845
5,153,354
10,534,790
62,837,784
60,214,635
(4,561,044)
(7,881,512)
(592,310)
(2,653,278)
57,684,430
49,679,845
Intersegment eliminations
Own work capitalized (Note 5)
40
1Q2015 REPORT
st
Sales and services rendered to external customers, by geographical origin and by segment were as follows on 31 March 2015 and 2014:
3M’ 2015
3M’ 2014
16,357,420
12,205,322
1,203,297
625,502
160,146
364,220
14,496,901
12,683,130
2,108,163
1,209,579
32,034
39,563
23,317,787
21,615,007
Iberian Peninsula
RE Developer
Others
European Union (other)
RE Developer
Others
Other markets
RE Developer
8,683
937,521
57,684,430
49,679,845
st
In the 1 Quarter of 2015 the sales and services rendered increased approximately 8 million euro YOY. This growth results mainly
from the increase in the Metallic Construction segment (about 7.6 million).
st
On 31 March 2015 and 2014, the earnings before interest, taxes, amortizations, provisions and impairment losses (EBITDA),
earnings before interest and taxes (EBIT) and profit after tax by primary segments are as follows:
EBITDA
EBIT
PROFIT AFTER TAX
3M’ 2015
3M’ 2014
3M’ 2015
3M’ 2014
3M’ 2015
3M’ 2014
3,488,000
(437,083)
1,962,011
(2,153,461)
(524,319)
(6,390,390)
RE Developer
2,096,333
1,671,753
233,518
(74,831)
631,080
574,543
Others
(142,306)
(89,673)
(442,812)
(525,465)
(2,716,245)
(2,590,080)
5,442,027
1,144,997
1,752,717
(2,753,757)
(2,609,484)
(8,405,927)
n.a
n.a
n.a
n.a
20,757
(3,986,777)
5,442,027
1,144,997
1,752,717
(2,753,757)
(2,588,727)
(12,392,704)
Earnings of the disposal group
classified as held for sale
st
In the 1 Quarter 2015 there was a sharp operational recovery, with a positive EBITDA of 5.4 million euros. The Metallic
Constructions segment (3.5 million euros) as well as the RE Developer segment (2.1 million) contributed to this, registering, thus,
an increase of 4.3 million euros over the same period last year.
st
st
The Group’s net assets and liabilities by operating segments on 31 March 2015 and on 31 December 2014 are as follows:
ASSETS
31 MARCH 2015
LIABILITIES
31 DECEMBER 2014
31 MARCH 2015
31 DECEMBER 2014
318,619,358
306,200,108
322,530,748
310,078,424
RE Developer
159,801,930
157,464,362
64,178,891
63,327,919
Holding and MIGs
520,631,062
521,568,741
163,422,538
161,701,757
Non-current operation held for sale – (Note 20)
Intra-group eliminations
158,923,953
143,313,447
131,994,958
137,358,237
(507,001,458)
(499,695,276)
(39,156,535)
(51,206,314)
654,886,235
632,729,698
639,059,210
617,381,707
The Group’s capital expenditures (acquisition of tangible and intangible assets) and amortizations, by operating segments, until
st
31 March 2015 and 2014 are as follows:
CAPITAL EXPENDITURES
RE Developer
Others
41
1Q2015 REPORT
AMORTIZATIONS
3M’ 2015
3M’ 2014
3M’ 2015
3M’ 2014
1,592,730
3,394,149
1,644,361
1,685,308
253,458
351,630
1,515,057
1,727,797
1,367
2,342
300,506
435,791
1,847,555
3,748,121
3,459,924
3,848,896
4. SALES AND SERVICES RENDERED
st
On 31 March 2015 and 2014, the breakdown of sales and services rendered is as follows:
3M’ 2015
3M’ 2014
2,602,372
3,344,734
Revenues from the sale of goods
24,726,174
20,702,679
Services rendered
30,355,885
25,632,433
57,684,430
49,679,845
Revenues from the sale of merchandise
5. OTHER INCOME
st
On 31 March 2015 and 2014 the breakdown of the caption ‘Other income’ is as follows:
3M’ 2015
3M’ 2014
Change in production
817,968
606,636
Own work capitalized
592,310
2,653,278
542
-
Taxes
Reversals of impairment losses:
Trade debtors (Note 18)
Supplementary income
Gains in inventories
Capital Gains in non-financial assets
35,895
1,000
294,189
494,074
1,780
375
95,230
330,052
Operating subsidies
11,530
496
Investments subsidies
(1,944)
19,937
Foreign exchange gains
2,767,364
1,301,729
Other operational gains
1,177,246
498,629
5,792,110
5,906,207
st
The amount included under the caption 'Own work capitalized’, during the period ended on 31 March 2015 is essentially related to
the strengthening operational reinforcement capacity of West Sea, in the Shipbuilding sector.
During the first quarter of 2015 there were favourable foreign exchange gains resulting from the devaluation of several currencies
against the Euro.
6. COST OF GOODS SOLD
st
On 31 March 2015 and 2014 the cost of goods sold is as follows:
3M’ 2014
RAW MATERIALS, SUBSIDIARIES
AND OTHER CONSUMABLES
TOTAL
12,138,910
Opening balance
4,067,430
8,071,480
Purchases
3,858,625
13,290,821
17,149,446
(1,418,593)
(3,202,160)
(4,620,753)
3,924,276
7,215,155
11,139,431
2,583,186
10,944,986
13,528,172
MERCHANDISE
RAW MATERIALS, SUBSIDIARIES
AND OTHER CONSUMABLES
TOTAL
Changes in the consolidation perimeter, currency exchange differences, transfers and others
Closing balance
3M’ 2015
42
MERCHANDISE
Opening balance
3,924,276
7,215,155
11,139,431
Purchases
3,146,084
17,239,052
20,385,136
Changes in the consolidation perimeter, currency exchange differences, transfers and others
(980,801)
(2,623,220)
(3,604,021)
Closing balance
3,252,798
7,007,120
10,259,918
2,836,761
14,823,867
17,660,628
1Q2015 REPORT
7. SUBCONTRACTORS
st
On 31 March 2015 and 2014 the subcontractors is as follows:
Subcontractors
3M'15
3M'14
10,816,938
10,009,268
10,816,938
10,009,268
The subcontracts are essentially related to construction works carried out in the ‘Metallic Constructions’ segment.
8. EXTERNAL SUPPLIES AND SERVICES
st
On 31 March 2015 and 2014 the external supplies and services are as follows:
3M’ 2015
3M’ 2014
Transportation of goods
1,521,737
2,123,734
Specialized works
3,566,682
2,866,592
Leases and rents
4,922,108
3,269,082
Service Fees
226,280
240,536
Travelling expenses
591,105
1,245,307
Electricity and Fuel
737,402
666,190
Insurance
515,481
533,118
Maintenance and repairs
366,775
659,983
Communications
206,345
221,703
Security
210,299
254,145
Legal and notarial fees
106,596
44,631
Commissions
93,787
38,772
Advertising
14,264
14,028
Cleaning, health and safety
115,928
128,489
Tools and devices
118,024
102,954
Other
546,173
732,502
13,858,983
13,141,768
9. STAFF COSTS
st
On 31 March 2015 and 2014, staff costs are as follows:
Salaries
Social contributions
3M’ 2015
3M’ 2014
10,939,370
11,505,394
3,122,860
3,473,921
14,062,230
14,979,315
The caption ‘social contributions’ includes mainly social security contributions, food and health subsidies, insurance costs and
dismissal compensations.
43
1Q2015 REPORT
10. OTHER EXPENSES
st
On 31 March 2015 and 2014, the caption ‘Other expenses’ is as follows:
3M’ 2015
3M’ 2014
450,420
825,792
Taxes
Impairment losses:
Trade debtors (Note 18)
Losses in inventories
Losses in non-financial assets
Foreign exchange losses
Trade debtors write-off
Fines and penalties
-
(18,059)
992
13
31,573
867,433
821,221
569,257
(1,827)
-
73,127
34,877
260,227
503,219
1,635,734
2,782,532
Other operational losses
11. PROVISIONS AND IMPAIRMENT LOSSES
st
The provisions and impairment losses during the nine-month periods ended on 31 March 2015 and 2014 were as follows:
3M’ 2015
3M’ 2014
Impairment losses
In financial investments
-
3,992
125,628
3,521
125,628
7,513
Arising from the use of the equity method
142,075
3,041
Quality guarantees
(17,905)
-
(129,166)
40,804
108,755
(1,501)
103,758
42,345
In tangible assets
Provisions (Note 24)
Legal claims in progress
Others
12. NET FINANCIAL RESULTS
st
The net financial results for the periods ended on 31 March 2015 and 2014 can be analysed as follows:
FINANCIAL INCOME
3M’ 2015
3M’ 2014
262,169
220,939
1,952,143
537,916
23,249
168,042
2,237,561
926,897
Loans and accounts receivable (including bank deposits)
- Interest income
Other financial income related to other financial assets
- Foreign exchange gains
- Other financial income
44
1Q2015 REPORT
FINANCIAL EXPENSES
3M’ 2015
3M’ 2014
4,688,585
5,945,761
- Foreign exchange losses
1,463,634
453,871
- Other financial expenses
538,617
847,081
6,690,836
7,246,713
Loans and accounts payable
- Interest expenses in bank loans and in finance leases
Other financial income related to other financial liabilities
The captions 'Foreign exchange gains’ and ‘Foreign exchange losses' are related to the occurrence of currency fluctuations,
particularly in affiliated companies out of Euro zone.
13. GAINS/ (LOSSES) IN ASSOCIATE COMPANIES AND JOINT
ARRANGEMENTS
st
On 31 March 2015 and 2014, the gains and losses on associated companies and joint-ventures are as follows:
3M’ 2015
Prio Energy Group
3M’ 2014
(8,650)
86,139
SPEE 2 – Parque Eólico de Vila Franca de Xira, S.A.
322,016
294,794
SPEE 3 – Parque Eólico do Baião, S.A.
126,351
223,343
Eviva Gizalki Sp. Zo.o
(27,670)
-
Promoquatro – Investimentos Imobiliários, Lda.
-
(23,538)
Ventinveste
-
153,073
Liskin Green Park
-
9,606
114,460
(180,391)
-
(10,173)
Martifer Amal (Mozambique)
Martifer Amal (Portugal)
Martimetal Spa
Others
(188,932)
-
-
95,683
337,575
648,536
14. INCOME TAX
st
On 31 March 2015 and 2014, the reconciliation between current tax and income tax of the period is summarized as follows:
Current tax
Deferred tax - generated by temporary differences
Deferred tax - reversal of temporary differences
3M’ 2015
3M’ 2014
185,081
217,199
(9,150)
-
-
(6,742)
70,569
(157,501)
-
(72,065)
Deferred tax
61,419
(236,308)
Income tax
246,500
(19,109)
Deferred tax - tax losses recognition
Other
45
1Q2015 REPORT
15. EARNINGS PER SHARE
Martifer SGPS only issued ordinary shares, and as such, no shares have special voting or dividend rights.
Martifer has just one type of potential ordinary dilutive shares: stock options. In order to calculate diluted earnings per share it is
necessary to determine whether these stock options, independently of being or not exercisable, are diluted, which happens when
the exercise price of the opting is lower than the average market price of the shares.
st
st
Since the average market price of Martifer’s shares, during the period between 1 January 2015 and 31 March 2015 was 0.30 euros,
below that of the exercise price of the stock options (3.84 euros), these stock options are non-diluting because, if the options were
to be exercised, the number of outstanding shares would be reduced.
The share capital of Martifer SGPS, SA is represented by 100,000,000 ordinary shares, fully paid, representing a share capital of
50,000,000 euros.
The weighted average number of shares outstanding is deducted of 2,215,910 treasury stocks acquired by Martifer SGPS.
st
On 31 March 2015 and 2014, the basic and diluted earnings per share can be summarised as follows:
3M’ 2015
3M’ 2014
Profit for the year (I)
(2,685,955)
(10,329,356)
Weighted average number of shares outstanding (II)
97,784,090
97,784,090
(0,0275)
(0,1056)
(0,0277)
(0,0845)
0,0002
(0,0212)
Basic and diluted earnings per share (I) / (II)
from Assets as held for sale
16. FINANCIAL ASSETS UNDER THE EQUITY METHOD
st
st
On 31 March 2015 and on 31 December 2014, the financial assets under the equity method are as follows:
31 MARCH 2015
31 DECEMBER 2014
Prio Energy
1,502,838
1,511,016
Eviva Gizalki
4,319,154
3,877,141
Martimetal
413,542
586,867
SPEE 3 - Parque eólico de Baião, SA
658,284
531,932
1,477,676
1,155,660
260,079
141,404
19,500
(5,504)
8,651,071
7,798,516
SPEE 2 - Parque eólico de Vila Franca de Xira, SA
Martifer Amal, S.A. (Mozambique)
Other subsidiaries
st
st
On 31 March 2015 and on 31 December 2014, the financial assets under the equity method are as follows:
Opening balance
Application of the equity method
Changes resulting from the loss of control in subsidiaries
Effect of foreign currency exchange differences
Reclassification to non-current assets held for sale
Other changes
46
1Q2015 REPORT
31 MARCH 2015
31 DECEMBER 2014
7,798,516
41,282,069
337,575
(728,995)
-
3,877,141
489,504
-
-
(36,620,942)
25,476
(10,758)
8,651,071
7,798,516
17. AVAILABLE FOR SALE INVESTMENTS
st
st
On 31 March 2015 and on 31 December 2014, the available for sale investments are as follows:
Non-current financial investments
Others
st
31 MARCH 2015
31 DECEMBER 2014
2,745,848
1,954,435
231,059
237,077
2,976,907
2,191,512
st
On 31 March 2015 and on 31 December 2014, the movement occurred in the caption ‘Available for sale investments’ is as follows:
31 MARCH 2015
Opening balance
31 DECEMBER 2014
2,191,512
575,621
746,837
1,896,367
Reductions
-
(24,715)
Changes in fair value
-
(10,378)
-
(245,384)
Additions
Others
38,558
-
2,976,907
2,191,512
18. TRADE RECEIVABLES AND OTHER RECEIVABLES
st
st
The detail of the caption ‘trade and other receivables’, for the periods ended on 31 March 2015 and on 31 December 2014 is as
follows:
NON-CURRENT
31 MARCH 2015
31 DECEMBER 2014
CURRENT
31 MARCH 2015
31 DECEMBER 2014
Cost:
Trade receivables:
Trade receivables
939,299
739,397
86,028,799
Notes receivables
-
-
49,597
87,642,194
-
Doubtful trade receivables
-
-
12,701,012
12,390,293
939,299
739,397
98,779,408
100,032,487
38,943,422
38,524,408
12,724,333
13,635,740
-
5,222
8,933,807
7,194,649
22,825,555
22,997,663
20,901,125
20,615,943
61,768,977
61,527,293
42,559,265
41,446,332
62,708,276
62,266,690
141,338,673
141,478,819
Other receivables:
Related companies
Advances to suppliers
Others
Impairment losses in accounts receivables are as follows:
NON-CURRENT
31 MARCH 2015
31 DECEMBER 2014
CURRENT
31 MARCH 2015
31 DECEMBER 2014
Accumulated impairment losses:
Doubtful trade receivables
-
-
12,779,877
121,164
115,839
5,354,235
5,258,404
121,164
115,839
18,134,112
17,708,124
Carrying amount – trade receivables
939,299
739,397
85,999,531
87,582,767
Carrying amount – other receivables
61,647,813
61,411,454
37,205,029
36,187,928
Total
62,587,112
62,150,851
123,204,560
123,770,695
Other receivables
47
1Q2015 REPORT
12,449,720
19. OTHER CURRENT ASSETS
st
st
On 31 March 2015 and on 31 December 2014, the breakdown of the caption ‘Other current assets’ is as follows:
31 MARCH 2015
31 DECEMBER 2014
Accrued income:
Construction contracts
Cost
46,948,510
43,554,431
Impairment losses
(7,477,961)
(7,132,109)
Carrying amount
39,470,549
36,422,322
Interest to be received
177,752
97,803
Other accrued income
4,459,821
1,933,955
44,108,122
38,454,080
Insurance
844,026
578,537
Financial expenses
230,068
40,362
Rents
120,197
32,948
Other prepayments
766,238
413,222
1,960,529
1,065,069
986,102
1,385,692
47,054,753
40,904,841
Prepayments:
Other (current) financial assets
20. NON-CURRENT ASSETS HELD FOR SALE
Negotiations are underway for the sale of the real estate project in Szczecin (Poland) in the Metallic Constructions segment,
previously classified as an investment property with its sale being highly probable. The Group continues committed to selling this
asset. Thus, since the conditions set by IFRS 5 are satisfied for the maintenance of this asset as Asset held for sale within a period
over 12 months, the asset was kept as a non-current asset held for sale.
Martifer SGPS, SA decided in September 2014, to focus the Group’s activity in Metallic Constructions (Steel Structures, Aluminium
and Glass Façades, Oil & Gas Infrastructures and the Shipbuilding Industry) and fulfil the active sale plan of its 55 % share of
Martifer Solar. As the sale is highly likely, Martifer Solar’s assets and liabilities were classified as “non-current assets held for sale”
and “liabilities associated to non-current assets held for sale” respectively, being Martifer Solar’s Net Profit presented as
“discontinued operations’ result” (the values YoY were adjusted to allow comparison).
48
1Q2015 REPORT
st
st
The breakdown of the assets and the liabilities associated with the assets held for sale on 31 March 2015 and on 31 December
2014 is as follows:
Goodwill
Intangible assets
Tangible Assets
Investment properties
1)
31 MARCH 2015
(NON-AUDITED)
31 DECEMBER
2014 (AUDITED)
1,946,434
1,906,896
1,171,063
31,745,447
1,186,599
17,159,333
5,250,747
4,988,563
17,009,338
14,263,512
Available for sale investments
2,242,779
1,419,852
Deferred tax assets
1,943,772
994,876
Inventories
8,226,248
5,165,675
59,824,649
63,391,030
Financial assets under the equity method
Other non-current receivables
Current tax assets
4,899,527
5,645,539
20,958,757
26,667,413
3,705,168
5,474,923
24
158,923,953
1,543
148,265,754
Non-controlling interests attributable to Assets held for sale
(1,819,448)
-
(2,060,023)
-
Non-current liabilities
30,830,372
26,810,843
Borrowings
46,830,531
42,130,808
Trade payables
32,313,946
34,682,918
Other payables
5,678,705
4,169,611
Current tax liabilities
8,969,361
9,005,572
15,358,618
15,144,525
695,273
140,676,806
50,681
131,994,958
20,066,595
18,330,819
Other current assets
Derivatives
Total assets held for sale
Derivatives
Liabilities related to Assets held for sale
Assets net of liabilities and Non-controlling interests related to Assets held for sale
1)
Szczecin real estate project
st
The Detail of the result attributable to discontinued activities on 31 March 2015 and 2014 is as follows:
Sales and services rendered
Other income
3M' 2015
(NON-AUDITED)
3M’ 2014
(NON-AUDITED)
14,844,287
36,317,320
3,509,998
728,337
Cost of goods sold
(4,388,368)
(17,993,600)
Subcontractors
(3,948,875)
(9,607,694)
External supplies and services
(4,784,999)
(5,932,035)
Staff costs
(3,231,020)
(4,001,542)
Other expenses
Amortizations
(562,563)
(724,225)
1,438,460
(1,213,439)
(837,464)
(621,626)
Provisions and Impairment losses
393,693
6,970
Operating income
994,689
(1,828,095)
Financial income
Financial expenses
Gains / (losses) on associate companies and joint arrangements
Profit before tax
Income tax
1,855,073
1,259,354
(2,686,525)
(2,211,075)
(670)
(224,330)
162,567
(3,004,146)
(141,810)
(982,631)
Profit after tax
20,757
(3,986,777)
Profit for the year
20,757
(3,986,777)
(550)
(1,918,284)
21,306
(2,068,493)
Attributable to:
owners of Martifer
49
1Q2015 REPORT
21. SHARE CAPITAL, TREASURY SHARES AND NON-CONTROLLING
INTERESTS
Share capital
st
Martifer SGPS, SA’s share capital, fully subscribed and paid on 31 March 2015, amounts to Euro 50,000,000 and is represented
by 100,000,000 bearer shares with a nominal value of 50 cents each. All shares have the same rights, including one vote per share.
During first three months of 2015 and of 2014, no movements occurred in the number of shares of the Group.
During first three months of 2015 and of 2014, Martifer SGPS, S.A. did not acquire any shares. The Group held 2,215,910 treasury
shares, corresponding to 2.22 % of its capital.
st
On 31 March 2015, the share capital of Martifer SGPS, S.A. was held in 42.7 % by I’M SGPS, S.A., 37.5 % by Mota-Engil SGPS,
S.A., and 2.22 % are treasury shares. The remaining 17.58 % represents free-float listed in Euronext Lisbon.
Movements in the non-controlling interests are as follows:
31 MARCH 2015
Opening balance
31 MARCH 2014
(24,942,297)
39,676,431
97,227
(2,063,343)
653,510
(1,866,422)
(42,303)
-
Net profit of the year
Transactions with non-controlling interests
Others
From continued operations
Non-controlling interests attributable to non-current assets held for sale (Note 20)
17,062
-
(375,584)
(123,962)
(24,376,980)
35,622,704
(22,557,532)
3,120,316
(1,819,448)
32,502,388
22. BORROWINGS
st
st
On 31 March 2015 and on 31 December 2014 the borrowings can be analysed as follows:
31 DECEMBER 2014
UNTIL 1 YEAR
BETWEEN 1 AND 3 YEARS
MORE THAN 5 YEARS
TOTAL
Bank loans
14,448,560
33,760,563
88,624,207
71,088,200
207,921,530
Bank overdrafts
13,458,228
-
812,636
1,784,259
16,055,123
Authorized overdrafts
24,238,327
205,556
3,498,822
12,045,122
39,987,827
Financial institutions borrowings:
Other borrowings:
Commercial paper
5,000,000
-
-
-
5,000,000
Other borrowings
16,499,977
723,155
999,962
1,995,989
20,219,083
73,645,092
34,689,274
93,935,627
86,913,570
289,183,563
UNTIL 1 YEAR
MORE THAN 5 YEARS
TOTAL
Bank loans
20,065,454
36,474,419
85,352,682
63,396,422
205,288,977
Bank overdrafts
12,981,697
-
812,636
1,784,259
15,578,592
Authorized overdrafts
22,833,301
205,556
3,498,822
12,045,122
38,582,801
31 MARCH 2015
Financial institutions borrowings:
Other borrowings:
50
Commercial paper
5,000,000
-
-
-
5,000,000
Other borrowings
12,764,724
620,627
2,238,073
3,307,058
18,930,482
73,645,176
37,300,602
91,902,213
80,532,861
283,380,851
1Q2015 REPORT
The Group continues focused on reducing its net debt, as such it continues committed to the process of selling non-core assets. As
st
st
a note, the net debt on 31 March 2015 and on 31 December 2014 does not include the companies of the ‘Solar’ segment,
classified in 2014 as a ‘non-current asset held for sale’.
23. TRADE PAYABLES AND OTHER PAYABLES
st
st
On 31 March 2015 and on 31 December 2014, trade payables and other payables can be analysed as follows:
NON-CURRENT
Trade payables
Fixed assets suppliers
CURRENT
31 MARCH 2015
31 DECEMBER 2014
31 MARCH 2015
31 DECEMBER 2014
11,660,019
11,522,691
71,030,019
63,638,919
791,014
-
-
801,929
7,580
7,247
923,706
924,734
103,183
-
16,957,833
19,217,883
Other creditors
1,224,397
851,292
6,573,906
6,245,633
Other payables
1,335,160
858,539
25,257,374
27,179,264
12,995,179
12,381,230
96,287,393
90,818,183
Related companies and other shareholders
Advanced payments received from customers
Total
The balance of non-current ‘Trade payables’ is mainly related with retentions in works performed by external parties, which will be
released after the guarantee period.
st
st
On 31 March 2015 and on 31 December 2014, the non-current balances due to related companies and other shareholders refer to
loans obtained from joint arrangements and associated companies, which bear interest at Euribor 3M increased by a 6.75% spread.
24. PROVISIONS
st
st
The information related with ‘Provisions’ on 31 March 2015 and on 31 December 2014 can be detailed as follows:
31 MARCH 2015
31 DECEMBER 2014
Quality guarantees
1,453,657
1,447,244
Legal claims in progress (Note 11)
1,174,109
1,258,968
Provisions arising from the use of the equity method
6,501,430
6,763,255
Onerous contracts
5,777,177
5,777,177
Others
7,768,986
7,952,565
22,675,359
23,199,209
The changes in the ‘Provisions’ during the first quarter of 2015 are as follows:
OPENING
BALANCE
ADDITIONS
DEDUCTIONS
APPLICATIONS
CHANGE OF CONSOLIDATION
PERIMETER, EXCHANGE RATE
DIFFERENCES, TRANSFERS
CLOSING
BALANCE
Quality guarantees
1,447,244
-
(954)
-
7,367
1,453,657
Legal claims in progress
1,258,968
58,164
(187,330)
22,526
66,834
1,174,109
6,763,255
142,075
(134,928)
-
(268,971)
6,501,430
Provisions arising from the use
of the equity method
Onerous contracts
Others
51
1Q2015 REPORT
5,777,177
-
-
-
-
5,777,177
7,952,565
118,202
(22,837)
97,657
(181,287)
7,768,986
23,199,209
318,441
(346,049)
120,183
(376,057)
22,675,359
25. OTHER CURRENT LIABILITIES
st
st
On 31 March 2015 and on 31 December 2014, other current liabilities are as follows:
31 MARCH 2015
31 DECEMBER 2014
Holiday pay and bonuses
5,929,984
5,000,578
Interest borne but not yet overdue
7,926,789
5,274,578
Production performed by third parties not yet invoiced
1,802,908
1,304,965
Other accrued expenses
3,515,585
2,941,373
19,175,266
14,521,494
28,225,831
20,972,205
Accrued expenses
Deferred income
Production invoiced and not yet performed (related to construction contracts)
Subsidies / Government grants
Other deferred income
The caption "Other accrued expenses" includes supplies and services rendered up to 31
received after this date.
st
688,339
688,811
5,738,318
5,908,955
34,652,488
27,569,971
53,827,754
42,091,465
March 2015 whose invoices were
26. CONTINGENT LIABILITIES
st
There are no significant changes to the disclosed in the notes to the financial statements for the period ended on 31 December 2014.
27. COMMITMENTS
st
The nature of the Group's commitments did not change in comparison with the ones on 31 December 2014.
28. RELATED PARTIES
Group companies have commercial relations with each other that qualify them as related party transactions. All of these
transactions are performed on an arm’s length basis.
Consequently, all these transactions are eliminated, since the consolidated financial statements disclose information regarding the
holding company and its subsidiaries as if they were a single entity.
The balances resulting from the transactions performed with associate and jointly controlled companies, accounted through the
equity method, are not eliminated. The amount of the balances not eliminated is approximately 51 million euros, with special regard
to the accounts receivable from Ventinveste and some companies in Poland in the Metallic Construction segment.
Besides current transactions, some relating to civil construction works done with the Mota-Engil Group and others associated with
real estate management projects under way done by Estia Group, there are not any other significant balances and transactions
st
performed with related parties during the period ended on 31 March 2015 that had significantly affected the financial position or
performance of the Group.
52
1Q2015 REPORT
29. SUBSEQUENT EVENTS
Since the date of the financial statements to the current date there are no subsequent events to be disclosed.
30. APPROVAL OF THE FINANCIAL STATEMENTS
th
The accompanying consolidated financial statements were approved by the Board of Directors on 4 May 2015.
31. EXPLANATION ADDED FOR TRANSLATION OF THE FINANCIAL
STATEMENTS
These financial statements are a translation of the consolidated financial statements originally issued in Portuguese in accordance with the
International Financial Reporting Standards as adopted by European Union. In the event of discrepancies, the Portuguese version prevails.
th
Oliveira de Frades, 4 May 2015
The Chief Accountant
The Board of Directors
__________________________________
__________________________________
Isabel Cristina Loureiro Silva
Carlos Manuel Marques Martins
(Chairman)
__________________________________
Jorge Alberto Marques Martins
(Vice-Chairman)
__________________________________
Pedro Nuno Cardoso Abreu Moreira
(Member of the Board of Directors)
__________________________________
Luís Filipe Cardoso da Silva
__________________________________
Arnaldo José Nunes da Costa Figueiredo
__________________________________
Jorge Bento Ribeiro Barbosa Farinha
__________________________________
Luís Valadares Tavares
53
1Q2015 REPORT

06 | notes to interim consolidated financial statements

Transcription

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